Exhibit (4)(1)
THIS AMENDMENT NO. 6 dated as of April 10, 1998 to the CREDIT
AGREEMENT dated as of November 15, 1989, as amended November 30, 1991, as
supplemented by letter dated February 26, 1993 and by supplement dated
April 6, 1993, as amended May 1, 1994 and August 31, 1995, as supplemented
by two agreements dated July 15, 1996, and as amended August 31, 1996 and
October 31, 1997 (as so amended and supplemented, the "Credit Agreement"),
among THE XXXX CORPORATION, an Ohio corporation (the "Company"), the banks
listed on the signature page hereto (each a "Bank" and collectively, the
"Banks") and THE FIRST NATIONAL BANK OF CHICAGO and XXXXXX GUARANTY
TRUST COMPANY OF NEW YORK, as Co-Agents for the Banks (in such capacity, each an
"Agent" and together, the "Agents").
WITNESSETH:
WHEREAS, the Banks, the Agents and the Company have entered the
Credit Agreement; and
WHEREAS, the Banks, the Agents and the Company desire to amend the
Credit Agreement as herein provided;
NOW THEREFORE, it is agreed:
1. The definition of "Loan and Guaranty Agreement" in Section
10.1 of the Credit Agreement is hereby amended and restated in its
entirety as follows:
"Loan and Guaranty Agreement" shall mean the Loan and Guaranty
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Agreement dated as of August 23, 1988 among Cabin Bluff Partners,
the Company and Xxxxx Paper Company, as Guarantors, and The Sumitomo
Bank, Limited, New York Branch, or the Loan and Guaranty Agreement
among Cabin Bluff Partners, the Company and Xxxxxxxx-Xxxxx
Corporation, as Guarantors, the Lenders party thereto, The
Sumitomo Bank, Limited, New York Branch, as a Lender and
Syndication Agent, Bank of America National Trust and Savings
Association, as a Lender and Documentation Agent, and The
Chase Manhattan Bank, as a Lender and Administrative Agent, as
the same or any substitute or replacement agreement may be
amended, modified or replaced from time to time."
The amended definition of "Loan and Guaranty Agreement" shall
be used in each place in the Credit Agreement that such term appears,
including within the definition of other defined terms and in Section 6.2.
2. The Company represents and warrants that the representations
and warranties of the Company contained in the Credit Agreement are true
and correct in all material respects on and as of the date hereof as
though made on and as of such date. The Company hereby certifies that no
event has occurred and is continuing which constitutes an Even of Default
under the Credit Agreement or which upon the giving of notice or the lapse
of time or both would constitute such an Event of Default.
3. This Amendment No. 6 shall be effective as of April 10, 1998
upon its execution by the Company and each of the Required Banks. Except
as modified hereby, the Credit Agreement is ratified and confirmed in all
respects and remains in full force and effect. All references to the
"Agreement" in the Credit Agreement shall include and mean the Credit
Agreement as supplemented and amended hereby. Terms defined in the Credit
Agreement are used with the same meaning herein.
4. This Amendment No. 6 may be executed in counterparts, each of
which will be deemed an original instrument. This Amendment No. 5 shall
be governed by and construed and interpreted in accordance with the laws
of the State of New York.
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment No. 6 to be duly executed and delivered as
of the date first above written.
THE XXXX CORPORATION
By XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
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Title: Vice President & Chief
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Financial Officer
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THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
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Title: Managing Director as Agent
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XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK,
Individually and as Agent
By XXXX X. MIKCLAY
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Name: Xxxx X. Mikclay
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Title: Vice President
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ABN AMRO BANK N.V.
By XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
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Title: Vice President
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CITIBANK, N.A.
By XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
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Title: Attorney-in-fact
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DEUTSCHE BANK AG
New York and/or Cayman Islands Branches
By XXXXXXX X. XXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxx
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Title: Director
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By XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
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Title: Director
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NATIONAL WESTMINSTER BANK PLC
New York Branch
By XXXX XXXXX XXXXX
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Name: Xxxx Xxxxx Xxxxx
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Title: Vice President
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THE BANK OF NOVA SCOTIA (Scotia Bank)
By M. D. XXXXX
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Name: M. D. Xxxxx
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Title: Agent
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THE SUMITOMO BANK, LIMITED
New York Branch
By C. XXXXXXX XXXXXXX
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Name: C. Xxxxxxx Xxxxxxx
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Title: Sr. Vice President
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WACHOVIA BANK OF GEORGIA
(formerly WACHOVIA BANK AND TRUST CO.,
N.A.)
By XXXXXXXX X. XXXXXXXXX
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Name: Xxxxxxxx X. Xxxxxxxxx
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Title: Sr. Vice President
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NATIONSBANK, N.A.
(formerly SOVRAN BANK, N.A.)
By XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
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Title: Vice President
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SOCIETE GENERALE
By X. XXXXXXXXX
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Name: X. Xxxxxxxxx
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Title: Vice President
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